It must be in the DNA
by Kawaii-kuro
Summary: Ménage à trois, anyone? Ben Kevin Albedo
1. Chapter 1

I do not own Ben 10 and this story hardly has a plot.

Dedicated to Seraphic-rapture and SlytherinQueen020

* * *

"How many times I gotta say it, Tennyson?" Kevin growled as he walked towards his car. He turned and gave an accusatory point at the white haired boy, "_He_ is _not_ staying with _me_."

"But you're the only one he _can_ stay with Kevin! We've all got school." Ben whined, following closely behind his elder. Julie and Gwen looked at each other and rolled their eyes as Ship transformed from a spaceship into his normal and far more compact form.

Meanwhile, Albedo watched in silent pondering. How did these imbeciles find the time to fight intergalactic issues when they were so preoccupied fighting each other? Or, for that matter, how had they managed to stay alive? Not that he was complaining; that was how he was able to meet with them in the first place. He'd seen the small green ship struggling during a fight and, on what can only be considered a whim, he helped them escape. It was only after he'd saved them that he realized who they were.

From that moment on, it was one lie after another. Of _course_ Azmuth had forgiven him! Of _course_ he didn't break out of intergalactic prison by doping one of the guards and stealing his uniform! Oh, the uniform? He had it because he worked as an intergalactic patrol officer. How _else_ could he have a officer's spaceship? Of _course_ he was behaving himself now! Of _course_ he didn't mind being stuck inside a sticky, sweaty, noisy, hungry, hairy, teenaged human body! Of _course_ not! **Certainly not**!

How he hated Ben Tennyson.

Chance had provided him the perfect opportunity. All he had to do was wait. He could steal the core of the Omnitrix and use it to return to his natural self. He could finally be free! And then he could rid himself of the teenaged nuisances.

"FINE!" Kevin yelled flippantly as he grabbed the Galvan and threw him over his shoulder. "But I get your Ishiyama Sumo Slammer action figure."

"What?! No!" Ben trailed behind the two, ignoring the indignant look and mad blush that lay on Albedo's cheeks. "I saved my allowance for three months just to get that!"

"Cry to somebody who cares!" Kevin opened the car door and tossed the white haired boy in the back seat.

Ben turned at once to Gwen, giving her a pleading look as if he expected her to intervene. He received a sour disappointment when she walked by him with Julie.

"Just give him the doll, Ben." She muttered and Julie giggled.

"_Action figure_!" Ben and Kevin protested before getting into the two front seats.

"I apologize that my presence will cause an inconvenience," Albedo lied perfectly as the car roared to life. "I realize you are all quite busy."

"Just don't expect me to cook for you," Kevin grumbled.

"I will do my best to assure that I am not in the way." Albedo lied again before he silently began to study the passengers of the car. The two females were chatting quietly between one another giving off small giggles as the mechamorph in the dark haired girl's arms listened energetically, Ben sat with his arms crossed and a pout clearly on his lips, while the large boy piloted the car. Albedo frowned. The large one was the boy he would have cohabitate with. He seemed tidy enough but Albedo was convinced he was an idiot- just like his friends. No matter, he would have the Omnitrix soon and be well on his way to being rid of them forever.

The plan in the white haired boy's mind was nearly too distracting and Albedo almost overlooked an important landmark. He pressed his hands and face against the window as they passed the Burger Shack and let out a loud scream, "CHILI FRIES!"

*

"Here," Ben leaned down to hand Albedo a backpack full of his clothes. "I sure hope they fit."

"Of course they will fit," the red eyed boy stared back at Ben, "we have the same body."

"I know," the hero's voice flattened slightly. "That was a joke."

"That was a pointless and humorless joke, Ben Tennyson." Albedo took the bag and Kevin sniggered the driver's seat. "I hope that is not a habit of your people."

Ben raised his eyebrow, "Sorry. I was just trying to be friendly." Albedo stared back with a blank look. "Anyway… I'll stop by tomorrow after school. Until then, Kevin will watch over you." The brunette closed the car door and waved to the two of them before running back into his house.

The raven's amused face sunk. He had things to do, car parts to install, video games to play. He didn't want to spend his time watching over Ben's evil twin- or have his evil twin watch over him.

"What are you looking at?" Kevin asked, not taking his eyes off the road. He could feel the large red eyes boring into him for the past few miles and he didn't like it. The eyes were familiar but very unnerving. With Ben, it was easy to tell what he was thinking.

"Nothing," the smaller boy replied and turned away. Something about the larger boy made him feel anxious. He couldn't quite place it. But, true to his Galvin mind, what confused and bothered him became an area of instant interest. And Kevin was _very_ interesting. Albedo stole another sideways glance at the bulky teen. He looked like a god behind the wheel, powerful, foolhardy, just the kind of creature he used to be… would be… if he had his way.

"This is it," Kevin's voice distracted the boy as they pulled into a well stocked garage. Albedo looked around at the various devices with curiosity as he stepped out from the car. Kevin motioned for him to follow deeper inside the house and he did, noting each and every item along the way as he tried to learn more about the strange, tall brute. "You'll be sleeping on the couch," said brute spoke as he motioned to a large sofa that was angled to face the television. He pointed to a door down a short hallway, "The bathroom is in there if you have to go. And the kitchen is right over there. I don't really have anything, though. I haven't been to the store in about two weeks."

"I have brought my own rations from my ship," Albedo said as he pulled something small from the pocket of the stolen uniform. "But I require heated liquid."

"I ain't cooking for you," Kevin grunted and began to walk back towards the garage. "You're smart, you'll figure it out."

The Galvan stared as the taller boy made his exit out into the garage and wondered why such a discourteous being was so intriguing to him. Those thoughts were quickly cast aside as he heard a growl from his stomach. "Disgusting."

*

Kevin grumbled from under his car. He'd been there for only a short time but he'd already covered his hands in grease- but he'd also installed the part he wanted. He played around with the idea of rebuilding his engine, just for fun, but decided against it. He was getting hungry and overdue for a hot shower. He rolled out on the creeper dolly and stood to his feet, popping his back as he stretched and walked inside the house. He froze as a very pleasant smell hit his senses and looked around to find Albedo seated at the table with a plate full of something that looked like colored clay.

"Hungry?" Albedo offered when he saw Kevin eyeing the plate. "I am sufficiently nourished." It wasn't that he was particularly generous, Albedo merely thought that putting the brute in a good mood might make things easier for the short time they were forced to cohabitate- and possibly even increase the chances of chili-fries.

Kevin looked over the plate. He wasn't sure what it was but it smelled delicious; and, not being one to turn down an easy meal, he accepted. He figured it best not to study the food too closely, lest he find something in it he didn't actually want to eat, so he grabbed a fork and quickly scooped up his first bite. He let out a small moan of satisfaction. The texture was odd, a bit like thick icing, but the taste was incredible.

Albedo felt his cheeks redden at the sound from the other body. His eyes watched closely as Kevin took another scoop, lifted it to his mouth, and let his lips close around it. Food never looked so appetizing for the Galvan. The raven cleaned the fork with his tongue before taking another bite and Albedo jumped at the sensation of his pants suddenly becoming too tight.

"You alright?" Kevin asked with a mouth full of food.

"Yes," Albedo replied. But he did not feel fine at all. The sensation was nearly painful. It wasn't the first time it had happened but this time seemed different. It normally only happened upon his awakening not while watching someone. He considered asking Kevin about it but decided it was probably a bad idea. Humans seemed to consider that area especially offensive to draw attention to. He'd first noticed it when a group of ugly girls pointed and stared at him while he was relieving himself of a particularly vexing itch. Humans were indeed a strange and backwards group.

He hid the strange swelling under the table as Kevin stood to his feet and placed the empty plate beside the sink. He grunted a 'thank you' before wandering down the short hallway and into the room Albedo recalled was the bathroom. Another wave of heat and pain swept through him, he growled at the sensation and glared at the wall. Perhaps the borrowed DNA had become unstable. Was the wretched human body rejecting him? He sneered at the thought and decided that he should investigate. His own life depended on it.

The white haired teen stood, awkwardly, and walked, very awkwardly, to a small primitive electronic device. He'd heard the humans refer to it as a 'cell' but it hardly resembled one. From what he understood, it was a communication device with access to a large database referred to most often of as 'the internet.' He scanned through the pixilated icons, selecting several before locating the one he desired. Once at an appropriate search engine, he typed the symptoms into the database and quickly began reading.

*

Kevin turned on the knob on the hot water and sighed as the heat pelted his back. It had been a long day. He'd hoped he get some well deserved rest and relaxation but plumber duties had called. What began as a small investigation lead to a large conspiracy, which lead to a large discovery, which lead to wild goose chase in space, which lead to them begin helped by Albedo, which lead to him babysitting. If it wasn't for Ben, he'd have refused outright- well, he did that... But he would have refused outright and _meant it_!

His brows furrowed slightly at the thought of the young hero. He had a good heart that was sometimes more trouble than it was worth; after all, no good deed ever went unpunished. Not that he was complaining, mind you, if it weren't for Ben's all too forgiving nature, Kevin would have been sent back to the Null Void in a heartbeat.

An unconscious smile played over the raven's lips. He'd planned on betraying Ben when they'd met at the shipping yard. Gwen had been a convenient cover-up for his true intentions. She still played that part fairly well, even though his intentions had shifted quite dramatically in the short time they'd all been together. He liked being around Ben; mostly just to pick on him, but also because he was fun and sweet and… cute… Not that he wanted a relationship with him… No, no, no… that would just be weird and…

Kevin bit his lip as he stroked himself. He couldn't remember specifically when he became hard but he knew the reason behind it. He leaned into the wall of the shower and pictured the acid green eyes gazing up at him with an innocent expression. His pale fingers rippling through the brown hair as Ben let out a moan and sucked his hard length. It wasn't the first of these fantasies and it was damn sure not to be the last. He'd tried picturing other people in his place but it never really worked, his mind always drifted back to Ben.

He closed his eyes and tried to imagine every little sound the other would make. His hand sped up when he remembered the soft groans the smaller boy made when he was knocked unconscious- something that seemed to happen to the hero more often than any other person Kevin knew of.

A real, audible sound escaped the raven's mouth as his mind carried him further into the fantasy. Ben on all fours giving Kevin a nervous but wanting look; his black tee-shirt was pulled up to expose his slender abdomen and held firmly by his teeth. He flinched slightly as the elder entered, squinting one eye shut to the sensation and making an irresistible muffled sound.

Kevin sped his hand up; it was a bit of a race between him and the water-heater, which he hadn't had time to fix after the last time it malfunctioned. He let out a moan that quickly turned into a yelp as the warmth abruptly ended and was replaced by a seething cold. Life was terribly unfair on occasion.

He grumped and turned off the water. No sense in starting over, the cold shower had been quite enough fun for one evening. He grabbed a towel and vigorously rubbed his hair before wrapping it around his waist. He let out a sigh, grabbing a brush and roughly working out the tangles. Before he could fully finish, he heard a scream from the other room.

*

"AH! AH! NO!" Albedo threw the device to the ground when finally he realized the cause of his ailment. It was a mating preparation. The human body shook around his core and he balked. What a miserable thing to go through! Especially when it was so unnecessary for him! No treasure in the universe would be enough to mate with any of the disgusting human filth! He had to get the Omnitrix away- and quickly.

Kevin came racing out in nothing but a towel that he held with his right hand as it tried to slip away. "What happened?" He asked, his eyes wide with curiosity.

Albedo looked at the teen and quickly turned away with a mad blush, it was happening again, "Equip your clothing this instant!"

"Wh-What?" Kevin growled. "Why did you scream?"

"Because, you are disrobed! Now, quickly! Put on something suitable!" Albedo grit his teeth. The pressure was becoming unbearable.

"It's my house," Kevin yelled, "I'll do what I want." He threw the towel to the ground and stomped into the kitchen. He gave the refrigerator door a hard pull before leaning down and grabbing a carton of orange juice that he brought to his lips and drank out of. He smacked his lips and hummed in an over-exaggerated display of satisfaction as he closed the carton, threw it in the fridge, slammed the door- causing something inside to dislodge itself noisily- and he then continued to stomp down the hall to his room where he did decide to put something more suitable on.

Albedo gasped and shook from the pain. Quickly pulling the tight pants down and staring at the horrid thing that bothered him so, "I shall cut you off if I have to!" he hissed at the appendage. It was an idle threat. If he damaged the disgusting human shell, he damaged his real body as well. He let out a low and aggravated growl, "I wonder how Ben Tennyson deals with this problem."

He let out a disgusted shudder and very slowly the pressure began to ease up. "Just a bit longer, and I'll have my own body back." He tried to focus on the positives but his superior mind constantly got in the way. The chances of success were even slimmer if he rushed himself. He had to keep his desperation out of the way if he wanted to attain the Omnitrix. He took in a long, calming breath before he pulled up his pants- just in time, too, as Kevin came out of his room, now fully clothed in strange loose garments.

"You should get your pajamas on soon," Kevin said, "I'm sure Ben packed them for you."

"I- I will," Albedo stammered, watching the large body walk into the garage only to walk out moments later with his toothbrush. He gave the raven a befuddled look.

"I spend a lot of time in there," he explained and continued along his way.

Albedo felt a blush crawl over his cheeks. He'd severely damaged his chances for chili-fries but maybe there was a way to fix that, "Wait, Kevin!" The other turned and walked back to Albedo, making the smaller body's heart race just a bit. "I.. I'm deeply sorry if I had offended you. I am simply unaccustomed to your… unique… way of… your… post-bathing... habits… "

Just having the larger body near him was causing a strange thing to happen again. How he hated this body.

"Don't worry about it," Kevin dismissed the other, briefly ruffling his white hair as he turned back to his room.

Albedo blush deepened. He brought his hands to his burning cheeks as if he could soothe them with his touch but nothing helped. The uncomfortable tightening was back in full force. He focused intensely on the matter at hand. He _had_ to get the Omnitrix.

* * *

Chapter 2 will come out... I don't know. Eventually. But it will have lemons.


	2. Chapter 2

Disclaimer: I still own nothing.

It seems you all are liking the story so far. I am glad. Chapter 2 is your early Halloween gift (because God knows I'll be too drunk to post tomorrow)!

* * *

Although his sleep was quite restless, Albedo slept through most of the next day. His late-night planning to get the Omnitrix had ended with nothing but frustration. Every time he would come close to an idea, Kevin's image popped into his brain. How infuriating! He saw him too much as it was! He didn't need to see him anymore! The Galvan awoke, cursing his teenaged hormones for his exhaustion- and the not-so-surprising surprise that the pajamas were too tight. He growled and waited for it to go away before finally rising and making his way to the bathroom. Albedo stripped himself of his clothing and quickly stepped into the shower to wash himself. Luckily (though unbeknownst to him), Kevin had awoken a full hour before him and fixed the water-heater.

He made quick work of the soap, lathering it over his body as quickly as possible. Being nude in this body was even worse than being in the body normally. Though, there was no particular reason to rush. Until he was near that damned brat, he couldn't get the Omnitrix. He had to formulate a plan. He stepped out and dried himself furiously with a towel, pausing for just a bit as he recognized Kevin's scent.

"DAMN!" He swore, flinging the wet cloth into the sink and glaring in the mirror. "How am I supposed to form a plan when this teenaged body will not cooperate?!" He rummaged through the bag Ben had prepared and pulled on the clothing while he tried to think. "Perhaps I will have better luck once the human mating season is over… I wonder how long it lasts…" He exited the bathroom and looked around for Kevin's phone; when he could not find it in the living room, he moved to the garage where he found the brute leaning over the opened hood of the green car.

"Kevin," Albedo began and Kevin grunted in response, "I desire to use your 'cell.' "

"E.T. phone home?" Kevin snorked, reaching into his pocket and pulling out his green and sliver cell phone.

"I do not understand."

"It's a joke," Kevin said as he tossed him the phone, "you wouldn't get it."

"Human jokes are unbearable," Albedo muttered before returning to the other room, he turned to close the door- just in time to see Kevin lying down on the creeper-dolly. He shut the door firmly and sneered at the feeling of more weight in his pants. How completely, utterly, and profoundly unbearable!!

He turned his attention to the small device and began to use the search engine. His face fell into an expression of horror, things kept getting worse and worse for the Galvan teen. Humans had no concrete mating season… They were all like this… ALL THE TIME… He shivered inwardly and read on but found nothing of particular use.

He _had _to get the Omnitrix! He _had_ to concentrate! He sat his frustrated self upon the couch and placed his fisted hands on his temporal. "Think. Think. THINK!" He stood and began to pace in a fury, "Ben will visit after his institutionalized learning is completed for the day. Kevin will probably have his clothes off- No! Wait! _DAMN_!" He flung himself on the couch and had a miniature tantrum. He didn't want to go through human puberty! He wanted to make plans! He wanted the Omnitrix! He wanted his old body! He buried his face in the couch and whined loudly.

Kevin walked through the door, slinging the grease rag over his shoulder, folding his arms and watching the scene unfold.

"Having fun?" He finally laughed when Albedo had finished flailing his feet.

The Galvan glared up from the couch at the raven. "No, I am not having fun! This body is so uncomfortable! Every ten minutes it inconveniences me with the hardening of the penis and the stupid hormones are so distracting I can't even think! Do you know what that's like for a Galvan? Ours is a race of exceptional and proud thinkers! Not being able to concentrate is a burden beyond measure! All because of this," He clawed at his chest but only pulled away the black T-shirt, "this annoying!! Annoying!! ANNOYING!! BODRAAAW!"

He flopped on the couch and growled into it. Kevin simply stared with wide, dark eyes. He officially knew too much.

"Dude, you've gotta lighten up," The elder said, eyeing the other but keeping his distance.

The Galvan replied with muffled yelling into the cushion.

Kevin waited, unsure of what to say. He gave the other substantial time to calm himself, feeling a small bit of alarm when the white haired boy raised his head and looked at Kevin. The eyes, though quite a different color than Ben's, gave him a similar feeling.

"What do I do?" he implored, "I can't even think straight! And each time it happens it hurts more and more!"

"You mean you don't jack off?" Kevin was astounded. No wonder the boy was a wreck.

"Who is Jack?" Albedo sniffled.

"Er.. no. It's an expression."

"Another stupid human joke? Spare me, please."

"No…. I mean, you don't… touch… yourself…?" The conversation had gone from awkward to horribly awkward in no time at all. Kevin felt as though he was treading upon something sacred but part of him was excited by that very fact.

"What is the purpose of that? I can't breed a Galvan in this form! It would only make a human! A smelly, stupid, noisy, hungry human baby! How wretched that would be?! I can't bear the thought of bringing a life into a form as wretched as _this_!"

"Sex isn't really about breeding on our planet… And that body's fine. A little scrawny maybe-" Kevin fought off a blush as his eyes looked over the frustrated Galvan.

"What purpose is the mating process other than breeding? It is illogical that it would serve another purpose."

"It…" Kevin began and finally the blush broke through. Should he really be talking about this with Ben's look-alike? He pushed his responsible thinking aside and continued, "It feels good… I guess. Most of the time, humans do it just because it feels good."

"How could that possibly feel good?" Albedo looked like he was on the edge of a breakdown- another one.

"Not when you give yourself blue balls. You gotta…. do… stuff…"

"I require more specific instructions," The Galvan's eyes were wide and serious. Maybe if he could get the ridiculous mating habits out of the way he could concentrate on matters that were actually important.

Kevin inhaled, holding his breath in for a few long moments before speaking, "You… just touch it…. Like this…" He looped his fingers into an 'O' shape and quickly moved his hand up and down. The blush on his cheeks was positively flaming as he stumbled over more words, "It feels better when you touch it, the hurting stops and it starts to feel really good.

"You're sure it will work?" Albedo looked doubtful as he reached for the button to his pants.

"Whoa, whoa! What are you doing?" Kevin took a step back and nearly tripped over his own feet.

"I'm going to touch it, as were your instructions." Albedo looked at him with a blunt but innocent expression and instantly Kevin felt a twitch from below.

"You don't do it in front of other people!" The raven hissed.

"Well, where do you expect that I do it?" Albedo pouted. He wanted to get this undesirable task out of the way before Ben returned. Maybe he still had time to make a plan.

"I don't know, man! Go do it in the bathroom or something!" Kevin quickly spat, adjusting his weight as his pants became uncomfortable.

"Fine! I'll go to the bathroom," the Galvan stood to his feet and marched to the bathroom. Closing the door behind him and turning to the mirror, the white haired boy freed his button and slowly undid the zipper.

*

Kevin waited for a moment, he strained his ears to hear any sounds before he realized how perverted his actions were. He'd just convinced Ben's doppelganger to masturbate. He should have felt more guilty and less aroused at that fact- but he didn't. He was even beginning to regret not letting Albedo do it on the sofa… Ben's face made the cutest expressions and those expressions would probably only get cuter if he was naked and frustrated.

He heard a frustrated growl from the bathroom and his hand unconsciously went to rest on the bulge below his belt. He thought about asking what was happening, but that was a bad idea. What if Ben found out? He'd probably be mad… or disgusted… He didn't want to scare the younger away…

He slapped his cheeks a few times with his fingers and turned on the television. He needed to distract himself before anymore bright ideas got into his brain. A sigh made him realized how dry his throat was, so he stood to his feet and walked into the kitchen, trying to ignore another infuriated sound that came from the bathroom.

*

"What is wrong with this vile thing!" Albedo hissed down at his limp appendage. "It torments me relentlessly for the past day and now it refuses to cooperate. Maybe it would be worth the risk to cut it off." He shook his head at the thought. He might accidentally injure something vital on his real body. He tried to calm himself enough to ask Kevin what to do.

*

"Kevin!" the large boy jumped at Albedo's voice muffled by the bathroom door. He'd started up a video game to try and distract himself but it wasn't really working. "It refuses to cooperate! What causes it to swell?"

Kevin's face turned a vivid shade of red and his eyes widened, "Just… think of… something… naked girls or whatever."

"……That's disgusting."

"Just touch it, then! I don't know! Quit asking!" Kevin turned his attention to his controller and desperately tried to ignore the painful swelling in his own pants. Hormones were more trouble than they were worth.

"OUCH!" Albedo screamed from inside the bathroom and Kevin jumped. "That's it!" the door flew open, "I don't care if it _does_ kill me! I'm cutting it off! He stomped past Kevin, pants undone but mercifully everything was tucked inside. The brute followed him into the kitchen and grabbed his wrist before the small hand could close around anything sharp and pointy.

"You're not going to cut it off!" Kevin scolded. "Now calm down." Albedo blushed and tried to jerk his hand away but Kevin only increased his grip and pulled the smaller boy to look into his eyes. "I don't care how annoying it is."

The smaller glared at Kevin but then the strange sensation returned. His knees buckled slightly and a blush crept over his cheeks. "Uhn! It hurts!" He lowered his head and tried to breathe evenly as he felt his eyes tear up just a bit.

"Bathroom!" Kevin gave him a small push and Albedo nodded.

But before he could waddle more than two steps away, the Galvan realized something. His body only reacted to Kevin… 'Why is that?' he wondered briefly. Kevin was alright, for a human, but had no real endearing qualities that would make him a suitable mate. Maybe humans only acted on primitive chemical reactions to choose a mate. Maybe it was just in the DNA. The white haired boy spun on his heels to face Kevin. He wasn't sure if it was a good idea or not, but anything would be worth relieving himself of the pain he felt. He looked at the boy who was leaning over the sink, drinking from the faucet in an attempt to soothe the dryness in his throat.

"Kevin. I wish to mate with you."

Water splashed against the back of the sink as Kevin sputtered out his drink. He spun to face the other as he wiped his mouth on his sleeve, "YOU WHAT?!"

"I wish to mate with you. Surely you have no objections. You said yourself that this body is fine. And as for you, your body is similar to mine, so arousal cannot be too difficult to attain." Boy, did he hit the nail on the head. Kevin had been hard before but he was rock hard now and very ready.

But he had to think about it. The risks involved were pretty steep. And as much as he wanted to pretend, Albedo _was not_ Ben Tennyson. Still… the idea of being able to watch as someone _like_ Ben writhing and groaning at his touch was almost too good to pass up. But… he couldn't risk his friendship and the team just for a single moment of sex…. Who was he kidding? He was a teenager with hormones and a raging hard on. Of course he could.

"Okay, but Ben doesn't find out about this," he said as he grabbed the boy's slender wrist and dragged him into his bedroom. Albedo allowed himself to be guided by Kevin; he sat on the edge of the bed and watched the large hands reach forward and drag his pants and boxers down. Kevin resisted the urge to blush as he lowered himself to his knees and leaned forward.

The head was already quite wet and sticky with precum, evidence that the younger was all too ready to begin. Kevin let his tongue glide over the tip, smirking as Albedo moaned shakily and grasped the large shoulder, holding it tight with his hand but also pushing on it slightly as if he could not make up his mind whether he wanted the other closer or far, far away.

The dark eyes glanced up, watching Albedo's expression as he slowly took the length inside his warm mouth and moaned. Albedo gasped at the vibrations and bit his lip, whimpering as Kevin began to suck.

"Ahn! It- it's hot!"

"Does it feel good?" Kevin asked, removing the Galvan's member from his mouth but stroking it with this hand.

"Yes!" Albedo whimpered, "Please don't stop. It feels amazing." Amazing was the perfect word to describe what was happening. The Galvan had no idea humans were capable of such intense stimulation. It was no wonder they were like this all the time.

Kevin smirked and took the length back into his mouth, sucking a little harder and letting his teeth caress the throbbing sides. He kept his right hand on the white haired boy's erection but allowed his left to drift down and fondle his own bulge before it became too painful.

He felt the member twitch against his tongue and smiled. Albedo might not know it, but he was getting closer to coming. Kevin drank in the groans made by the other, it was quite the same as he'd imagined it with Ben- though the groans were a bit less controlled. But that was part of the charm. Albedo didn't know what was normal or abnormal about human sex, he only knew what felt good and his responses were honest.

"Lie back," the raven smirked and Albedo did everything he asked. He had completely surrendered to the sensations and only wanted more. Kevin swirled his tongue around the tip and licked at the slit as more of the precum tried to leak down the shaft. He let his hand play with his erection as it ached to be surrounded by warmth and tightness.

"Do it harder," he begged, his face a red mess as the equally red eyes looked down at Kevin with tears in them. It was humiliating to want something so vile, but the Galvan couldn't help it, it felt too good. He moaned and bucked his hips slightly before the large hands held them down against the mattress. Something was happening but he wasn't sure what. There was an intense heat pooling down into his groin and his body seemed to have completely taken over, moving, trashing, and moaning as Kevin continued to suck faster and harder. "Ah! NNh! No!" he screamed as the feeling became even more intense, his body shook and he grasped the blankets as Kevin moaned and swallowed the first hot wave of cum. The younger let out a shiver and twitch, sending another wave forward. The raven eased up his grip over the other boy's hips, letting him thrust a bit as the last of the cum came spilling out.

Albedo whimpered as his sweaty back rested against the blankets. Whatever had just happened felt amazing but he was suddenly feeling so relaxed that he might fall asleep. Were it not for the other's movements, he probably would have. A single red eye opened lazily to watch the large boy unzip his pants and pull out his manhood.

Kevin felt bad for touching himself right in front of the Galvan, but he was at his limit. He thumbed the tip of his penis, smearing the precum in to the slit and gritting his teeth. Albedo wasn't Ben, but that was enough to put any hot-blooded human over the edge. He stroked himself once but stopped when he heard Albedo speak.

"Lie down," He commanded somewhat breathlessly. Kevin did as he was told, his black eyes widening as the white haired boy lowered his knees to the floor and wrapped his hand around the shaft. The ruffian held his breath as the smaller held his tongue out slightly and neared the newest bead of creamy precum.

"AHH!" Ben squeaked and dropped the bag of chili fries to the floor. "Wh!! WH!!! WHAT ARE YOU DOING?!!"

* * *

And so comes the third wheel. But you know what they say about wheels- especially the squeaky ones.

Chapter 3 will (quite appropriately) contain the Ménage à trois and will be almost entirely lemon-based.


	3. Chapter X3

Disclaimer: I do not own Ben 10 but I have some vanilla soy pudding in the fridge.

Wow! This story has become a lot more popular than I thought it would be! Because of the fabulous people that left reviews, I've decided to extend the story. There will now be THREE lemon chapters featuring Ben, Kevin, and Albedo. Yes, three.

Also: PLEASE READ THE NOTICE AT THE BOTTOM

* * *

"Ben!" Kevin squealed and covered himself with the blankets while Albedo merely stared at the bag on the floor.

"Were you just…? Oh my god! You were just… _OH MY GOD_!"

"Calm down, I can explain!" Kevin stammered. He really couldn't.

Ben took a deep breath and tried to calm himself. He turned away and counted to ten, several times, and took another long breath before turning back to speak. "Okay," his voice was even but there were hints of the mental hysteria that could surface at any moment. "I'm listening."

Kevin froze. Could he lie and get away with it? Probably not. Shit.

"Kevin helped me, so I'm simply returning the favor," Albedo said as he pushed the blanket aside and licked the tip, causing the elder to shiver and try to cover up again.

"You gave Albedo a blow job?!" he asked incredulously.

Shit! Shit! Things just got worse! "Yes," Kevin saw no point in lying now. "He was having trouble so I-"

"So you blew him… That's just- just… just freaking great!"

"Yes," Albedo fought with Kevin's hand and blankets to uncover the erection. "It really was. So great that I would like to return the favor- now, if you don't mind!" He pinned down the boy's blankets and grinned when the elder's thick penis was left unguarded.

"So, you're going to let him do it because 'he _owes_ you one?!' What if he bites you or something?!"

"Do not be foolish, Ben Tennyson. I am not going to bite him. I will merely copy his movements. Such simple motor tasks are easy to mimic."

"Don't talk about it like you're an expert!" he said in near panic.

"I'm more experienced than you; as such, I am better prepared to handle this than you."

Ben's face turned from shock to anger and he stomped across the room. Kevin prepared to be punched by the brunette but the smaller pulled Albedo back by his collar and kneeled down in front of Kevin.

"You owe me," He said before he closed his lips around the tip and sucked.

Albedo growled as he returned to his knees and struggled to push Ben away. Kevin only gawked. He really should have intervened, but the sight of two Bens fighting to suck him off was just a tad distracting. The two boys finally settled on a growling match as they both licked the sides and tip, quite determined to outdo the other.

When Albedo let out a long moan and sucked the tip, Ben glared and ran his tongue up the underside of the erection. Kevin nearly had a brain hemorrhage when the two pairs of eyes looked up at him, the obvious anger only showing through their determination. It was probably a very bad thing that they were fighting so close to such an important appendage, but Kevin didn't let that stop him from smirking as the two boys licked and sucked.

Albedo sneered as Ben took advantage of the tip and slowly worked his way down the shaft with a long moan that sent warm vibrations all through his groin. He looked up with a self-satisfied grin lining his green eyes. The white haired boy huffed slightly and tried to do the same but Ben quickly moved in the way and started again.

If looks could kill, Ben would be dead from the glare of the vivid red eyes. Kevin decided that now would be a good time to step in.

He grabbed the arms of each of them, guiding them to spin around and sit on either of his legs. He smirked at Ben as he one-handedly unbuttoned and unzipped his pants and reached inside to fondle his hardening penis while his other hand wrapped around Albedo's half-hard length and began to pump it gently.

Both let out an identical moan- and glare, when they heard the other copying their sounds. Kevin only chuckled. They were more alike that they realized, their bodies responded in much the same ways. The same groans, moans and same little thrusts. They were putty in his hands, increasingly solid putty as he continued to play and pump each of their lengths.

"A little harder," Ben cooed, lifting his hand to play across the skin of his neck and he turned his head and gave his jaw a quick kiss. "Unn, like that."

The green eyes mocked Albedo, who scowled and reached between their bodies to Kevin's penis. "Don't you want it too?" He asked before moaning and grinding his hips into Kevin.

The raven smirked. It wasn't even past five o'clock and he was having the time of his life. "Don't worry about that for now. I've got an idea; get on all fours."

"All fours?" Albedo asked. "All four what?"

Ben smirked as he followed Kevin's instructions and was rewarded as the strong hands tugged and pulled the boy's pants clean off his legs. Albedo frowned and followed suit, getting on all fours and glaring at Ben as the green eyes glared right back.

Both stopped glaring and reared up at the sensation of Kevin's wet fingers entering them. Albedo turned around indignantly but after noticing the evil little glint in Ben's eyes he decided not to fight it. It didn't quite hurt but it felt very strange. Suddenly, the finger brushed against something inside him and Albedo cried out loudly.

"Like that?" the elder asked, putting in three fingers and searching out the same spot inside Ben, who gave a throaty moan and arched his back. The large teen was surprised how easily their bodies accepted and responded to his touch as he began to slide in four fingers. Albedo groaned and reached for his now painfully hard erection, stroking it fervently and moaning.

A brilliant idea then crossed the Galvan's mind. His fingers were smaller and therefore shorter than Kevin's, but Kevin should know how fantastic that little spot felt… "Kevin," he moaned, turning his blushing cheeks onto the large boy, "let me put this inside you."

He pointed to his crotch and Ben burst out laughing. Kevin looked at the other with a doubtful expression. Albedo didn't really know bedroom politics- let alone gay bedroom politics. Best let him down easy.

"Hell no."

"Why not?" the Galvan pouted and Ben kept cracking up.

"Because..." Kevin answered thoughtfully, "_I'm_ the one that does _that_."

"To _yourself_?" Albedo looked shocked, horrified, and intrigued.

"What? No. No, I-"

"Well," Ben gave a smirk and seething glare, "_I_ wouldn't mind taking one for the team." He bumped his hip gently against Kevin's knee and gave him a tempting look that quickly faded when he realized what Kevin had in mind.

His grin was nearly a mile long as he pulled out his fingers from each of the boys, wrapped his hands around the Galvan's waist, and gently but quickly guided him so that his erection was dangerously close to Ben's entrance.

"Wait! I didn't mean-" the brunette began, but it was too late. Albedo gave the other a nasty smile and began to move forward. Luckily, Kevin had the foresight to keep hold of the other's waist, preventing him from entering too quickly.

"Go slow," he said, "otherwise it'll hurt." He was either oblivious, or pretended to be oblivious, to the fact that that's what the Galvan had wanted. But, under Kevin's firm and masculine grasp, there was little he could do but follow his direction. Ben's eyebrows furrowed when he heard someone spitting, he turned to glare at Albedo but found that it was Kevin spitting on his hand and quickly rubbing it on the other's erection before letting him slowly move in.

Ben curled his fingers into the carpet and bit back a moan but Albedo was no nearly as shy. He let out a satisfied groan and pushed in deeper. Kevin smirked.

"It's so warm!" the Galvan seemed astonished, no, ecstatic at this discovery. "Aa… and it's tight."

"Glad you're enjoying yourself," Ben grumbled.

Kevin, being the kind and sensitive young man that he is, reached around and slowly touched Ben's length, letting his fingers give phantom touches down the underside and up over the tip. The brunette stopped his grumbling and a slightly more triumphant expression took over.

He looked into Kevin's dark eyes and let out a hard moan that ended in a light hiss through his clenched teeth. It didn't matter that he was being fucked by Albedo as long as Kevin was watching _him_ during. The brute merely chuckled and shifted his hands back to the Galvan's hips, molding the movements into subtle curves and long thrusts that alternated in speed.

Once the white haired boy had picked up a decent rhythm for himself, Kevin let his fingers run between the pale legs and press lightly against the boy's perineum, making him shudder and stop briefly. Ben huffed and Kevin used his other hand to start the rhythm once again.

"Ahn.. put the fingers back in." Albedo said with a moan as he thrust into Ben, causing the hero to buck slightly and groan.

Kevin had more enjoyable things in mind, however. He spit into his palm and rubbed it over his length before inching forward and slowly guiding himself into Albedo's tight but inviting body. The Galvan hissed at the breeching, feeling his muscles moved aside as Kevin slowly buried himself to the hilt with a grin that was not lost on Ben.

"Keep going," Ben clipped at Albedo, clearly annoyed.

"Aahh…. It's big… hurts…"

"Deal with it!" Ben hissed, wishing he was in the alien's place because: one, he knew Kevin would be better than Albedo; and two, he didn't want to listen to the Galvan complain.

Kevin moved his hands back to Albedo's hips, helping him form a new rhythm. Ben glared slightly but that was soon melting in a wave of red blush that crawled over his face. Despite his sour mood, his body managed to enjoy itself. His hips started curving to meet each of the thrusts given by the Galvan, trying to force the member deeper. It really wasn't fair. Why did Albedo get to have all the fun?

The largest boy noticed the pout on Ben's face and reached forward to give his member a quick stroke. Ben glared into the dark eyes but his gaze softened with a wink and a smirk from the elder. Albedo was the next to pout. He gave Ben a little scowl that was returned- with interest.

"Play nice," Kevin warned when Albedo thrust a bit harder than he should have.

The Galvan didn't seem to take the advice and delivered a similar blow, making the elder sigh and pull back on Albedo's hips. The white-haired boy was all too pleased to oblige and moved back a bit faster than Kevin was prepared for, knocking him off balance and forcing him to a rather rough landing. Luckily for him, he still had a firm grip on the boy's hips and was able to prevent an unfortunate collision with his nether regions.

Kevin as about to scold the boy but found it was rather hard to do when Albedo started moving again, curling his hips just slightly as his hands gripped the carpet. He couldn't help but give a small thrust into the sensation and Albedo gave a triumphant smirk at the green-eyed boy who then opened his mouth to protest but Kevin interrupted him.

"Come over here," he gave the younger a smile but Ben only glared back.

"That's fine," Albedo laughed and moved his hips, making Ben's glare shift back to the red eyes. "More for me."

"Oh, hell no," Ben muttered and the frown that had formed on Kevin's face lifted somewhat as he crawled over and adamantly positioned himself above the Galvan. He ended up supporting himself quite precariously on the tips of his toes and the palms of his hands, intentionally keeping his body facing upward so that when he came, it would miraculously splash over Albedo chest. Small victories were still victories, after all. He gave a very sharp glare at the two boys before letting his hips move and forcing Albedo's member inside him with a groan.

Kevin grinned and reached forward to stroke Ben, giving the smaller a thirsty look that softened the hard green- but only temporarily. Ben was determined not to step down, but also not to enjoy the experience. The black-haired boy was making that very difficult, however, as his hand was now very busy with Ben's erection. The hero twitched when Kevin's fingers moved up the sides and he angrily bit back a moan when the tip of Kevin's finger played in the slit.

To make matters worse, he was getting close to orgasm- and he did _not_ want to be the first to finish. It was hard to do, very hard, but he shooed away Kevin's hand and growled at him when he tried to stroke him again. The next few minutes were pure hell. Ben found it, for some unknown reason, quite difficult to be pissed off with a cock in his ass; Albedo's annoying moans helped, Kevin's soft groans and heavy breathing did not.

"I… ahh…. Something…" Albedo whined and the brunette felt the penis inside him twitch and swell slightly.

"Go ahead and come," Kevin breathed and began thrusting faster, making Albedo move faster as well. Ben fought the blush that tried to conquer his cheeks as the white-haired boy cried out and his body began to quiver. All at once, the hero felt something warm break inside him, the heat spread slowly and was followed by one more wave of hot liquid. Ben groaned and bucked at the feeling, trying to convince himself that he didn't like the slick feeling between his cheeks as Albedo pulled out.

The eldest gave a few last little thrusts with his own orgasm before collapsing back and breathing harshly.

"Holy fuck!" he mumbled with a smile. Albedo didn't know what that meant but he agreed breathlessly. Ben, on the other hand, shot a glare at the two and moved to find his clothing. "Ben," Kevin smiled and motioned for the brunette to come closer.

"No," he sneered back and the grin on Kevin's face faltered, "I'm going home."

"What?" Kevin chuckled. "You can't go home like that. You're still hard."

"Oh, you noticed now?" Ben fumbled to pull on his jeans. He wished the damn thing would go down already, he wasn't even turned on any more.

Kevin stood to his feet and grabbed Ben's wrist, "Come on, Benji. Don't go."

"Why not?" Ben growled, "You two are able to get along just _fine_ without me."

"Because…" Kevin said but then he seemed to fumble with his words. He couldn't think up a good enough excuse so he settled on leaning down and letting his lips do the talking for him.

Albedo watched with tepid curiosity as Kevin moved his hands up the smaller boy's back. Ben struggled lightly at first but soon his arms seemed to lose strength and he leaned into the kiss with a long moan.

Suddenly, Albedo's mind began to work. One very small moment later a plan was firmly planted in his brain. A sly smile spread over his features and his red eyes hardened with malicious intent. Soon, very soon, the Omnitrix would be his…

* * *

Aww, poor Ben. Don't worry! He'll have PLENTY of fun in the next few chapters!

NOTICE: I am humbled by the awesome reviews you guys have left and I would like to reward you! But... I'm not quite sure how... I was thinking about sending my reviewers the first page or so of the next chapter BEFORE I publish it. What do you guys think? Is that something you would enjoy? Or would it be annoying to only have a peak?(I would send the whole thing, but FanFiction does not allow PMs over 8000 characters and formatting multiple messages to multiple people is more than my attention-span can muster).

It would have to be in a PM through FanFiction and I wouldn't be able to send it to you if you don't have an account (Sorry!).

Please tell me what you think! And thank you!!!


	4. Chapter 4

Disclaimer: I don't own anything, blah, blah, blah.

I **just **finished this chapter. The lemon part is at the beginning and then there is a bit of funny (slightly plot-related) stuff at the end. If you're just reading for the vitamins, feel free to skip the funny plotish parts. If you're just reading for the plot... boy are you reading the wrong story!

* * *

"Just don't go yet," Kevin said as their lips broke apart, he ran his hands down Ben's arms and gave the boy a small, pleading smile.

Albedo stood to his feet and walked over to the hero. "Yes, please do not go Ben Tennyson." He placed his hand on Ben's shoulder and gave him a pouty look. Ben wondered why he didn't get away with more mischief because his face looked absolutely adorable when he pouted. "I am sorry if I upset you. I assumed it was merely all part of a game."

Ben hesitated for a moment and the three stood still, waiting for someone to make a move. Growing impatient, Albedo was the first to act.

"Stay," he kissed the boy on the cheek and his crimson eyes glanced at Kevin.

"Please, Ben." Kevin wasn't any good at pouting, but it seemed to do a good enough job because soon after Ben gave a slow consenting nod.

"I'll stay."

Albedo gave a quick but dark smile before his features turned light-hearted and he wrapped his hand around Ben's waist, "Come, let's bathe together!"

He gave the boy's slender abdomen a tug and flashed a seductive smile at Kevin, making him grin.

Once in the bathroom, Ben was sure that Albedo would return his attention to Kevin. He was surprised when the white-haired boy grabbed his jacket and slowly pulled it down his body- even more surprised when the hands returned to his stomach and slid down to his pants, unzipping them and giving them a quick tug.

Kevin watched with piqued interest as Albedo gave Ben's neck a quick nip and lick. His hand wrapped around the firm shaft and he slowly started to pump, making the tanned knees buckle slightly. There was something to be said of the Galvan, they _really_ _were_ fast learners.

"Use the lotion," Kevin suggested from the doorframe. He was hard again but wanted to enjoy the show before anything else.

Albedo smiled as his hand returned, covered in the pale green lotion that he soothed over Ben's erection.

"Ah, cold!" Ben stammered for a moment but he quickly forgot about that when the Galvan began to nibble his ear. The lotion was heated soon enough by his hand as Albedo worked over the member, letting his fingers glide over the slick shaft, feeling the blood pulsing through the veins.

Ben was breathing more heavily now, his hips twitching slightly as the moaned. The sounds were beginning to make Albedo hard again and he wondered if he could get away with slipping inside Ben before he came- speaking of which…

"Umm… I'm gonna… ah… it's…" Ben clenched his teeth and hissed slightly as a small jet of white catapulted onto the floor while the rest simply dribbled down onto Albedo's hand. Kevin nearly came himself, just from watching Ben's expressions turn. The green eyes opened wearily and he lifted Albedo's hand to lick away the cum.

Curious, the Galvan moved his fingers to his own mouth and tasted the warm liquid that rested there.

"It's really sweet," he blushed slightly.

"It's probably all the smoothies you drink," Kevin chided as he walked closer and helped Ben out of his clothing. "Now come on, let's wash up."

He herded the boys into the shower and gave himself an inward smirk. Talk about having your cake and fucking it too. He was in heaven. With a turn of the dial, warm water splashed out and very suddenly all three were quite wet.

Albedo let out a contented sigh as he felt the mess wash away. He hadn't anticipated human intercourse to be so…. so… wet. And while he hadn't minded it at the time, he was certainly glad to see it go. He lathered his hands with soap and passed the bar to Kevin, who lathered up but, instead of washing himself, he moved his hands over Ben's body.

Ben groaned in delight at the gentle massaging he felt from Kevin's fingers. It made sense that the boy was good with his hands but it still surprised the hero at the relaxation they could bring. His eyebrows rose slightly when another pair of hands pressed against his skin and gently swept down his body.

Albedo gave the hero a dark smile as he leaned in for a kiss. The Galvan's eyes widened just slightly when Ben's soft tongue breached his lips and wriggled against his own. It wasn't the first strange thing to happen that night, so Albedo was hardly surprised and played along joyfully.

They each moaned gently into one another's mouth and began to grind their hips together, testing their hardness against each other as their hands roamed over foreign skin that was slick and warm from the water.

Kevin considered sitting back and watching another show but decided that he'd rather participate. He edged closer with a grin as he wrapped his arms around the two nicely tapered waists. Ben smiled back and wriggled his finger to beckon him closer. Kevin leaned down for a kiss but stopped when he felt fingers lacing themselves tightly in his wet hair. He opened his eyes and looked doubtfully into the green, but Ben only smiled back and guided him down with a push to his head. The ruffian obliged and sank to his knees. Ben allowed himself a haughty smirk. Threesomes were so much more fun when he was the middle-man.

Keeping his hands tangled in Kevin's hair, Ben guided him closer to his half- hard length. He had come only moments before and was nearly ready again, a few well placed licks from Kevin did the trick. The dark eyes peered up at Ben and the large boy put his lips around the head, giving the slit a quick flick of the tongue before he began to take the whole thing into his mouth and suck. Ben quivered at the sensation and let out a fast moan that echoed off the tiles.

Albedo stood behind Ben and cautiously let his fingers play over the boy's muscles. He traced a finger down the boy's spine before twisting his hand and pressing his middle finger inside making the boy gasp and Kevin groan as the hand in his hair clenched shut. While his finger moved and played inside Ben, Albedo's other hand snaked around the boy's chest and, finding a taunt little bud, he captured the nipple and teased it mercilessly.

Kevin listened to the sounds made by the brunette and gave a small grin. He had found a fairly good rhythm with Albedo's movements, letting the hero's cock slide back into his throat with a fast thrusts that escaped his tanned hips every so often and other times simply pulling back and licking the tip just to watch Ben moan and twitch.

Albedo was breathing heavily now as well, the pressure that had built up between his legs was bordering on uncomfortable. He pressed himself against Ben, letting the length rub against the tan skin as his finger pressed in deeper.

"You can put it in," he smiled at the boy and lifted his hand to reach back and play with the soft white hair. Without moving his lips away, Kevin grabbed a bottle of conditioner and held it up to be taken by Albedo. The boy squeezed the bottle into his hand and quickly pressed his slick fingers inside. The brunette moaned and thrust into Kevin's mouth a bit faster before Albedo grabbed his hips and forced himself inside with one fast movement. Ben cried out and his hips quivered.

"Ahh… harder!" Neither Kevin nor Albedo knew whom Ben was addressing but both were happy to comply.

Kevin pushed his lips to the very base and let out low hum while Ben held on tightly to his hair and more or less fucked his throat. He took it in stride, though, and endured the discomfort for Ben's sake. Meanwhile, Albedo wrapped his arms around the tanned body and he pushed in faster. The hero started to shift too far forward, yielding slightly to the hard motions made by the Galvan, Kevin allowed it up to a point, but then he reached forward and held the boy's hips in place.

"Haa!" Ben's cries echoed off the walls and the other boys moved faster and harder "God..! Please… More!"

Kevin could feel the member twitching in his mouth and he knew Ben was close. He pulled back and stroked the hard shaft with his hands while his tongue lapped at the slit and his teeth gently grazed the head. Albedo leaned forward and licked away at Ben's neck, nibbling and sucking the hot flesh while he pounded into him below.

"Fuck… yes!"

"You're tight inside," Albedo whispered before he bit down on Ben's neck and sucked. "And warm." He sucked harder and Ben clenched his eyes shut.

"Oh, God!" Ben cried out as he came into Kevin's mouth. His knees faltered slightly but Kevin and Albedo kept him standing as his hips bucked and the last of it came pouring out over the elder's tongue. Kevin sucked off the hot remnants and smirked.

"Jesus, Benji. You _do_ taste like a freaking smoothie."

Ben managed a short laugh but then he groaned when Albedo thrust in even harder. The raven hair untangled his hair from Ben's fingers and stood to his feet, leaning forward and pressing his tongue inside the hero's mouth. When the brunette moaned into the kiss Kevin reached around and let his finger slide around the two smaller bodies before sliding down Albedo's back and curving up into his ass. The Galvan's moan hitched inside his throat as the finger traveled deeper. Kevin angled the appendage and pressed down on the boy's prostate, forcing him into a hard orgasm. He cried and bucked, spilling the small amount of liquid inside Ben's body before he pulled away, gasping for breath.

Ben leaned into Kevin's chest for a moment longer before he too pulled away, leaving a very hard Kevin to himself. The brute didn't pout though. He could wait. He actually _wanted_ to wait. But washing himself was difficult. His hand wanted to scrub a bit more rigorously than was really necessary. He passed the soap to Ben and silently prayed that he would drop it. No such luck though. Albedo's case was the same. Just as well, he was getting very hungry.

Once everyone was _properly_ washed, they stepped out of the shower and dried off.

"Anyone ready for dinner?" Kevin asked nonchalantly as he dried his hair and threw the over his shoulder- and not around his waist as it perhaps should have gone.

Ben handed him a comb and glanced down at the boy's still half-hard length, wondering why he wasn't insisting that someone return the favor, "I could go for a smoothie."

"And the chili-fries?" Albedo lifted his head and looked hopeful and Ben and Kevin shifted.

"Okay," Kevin finally consented, "But you're brushing your teeth before you kiss anyone."

*

Albedo stared into the small girls eyes with a contemptuous look. She had been staring at him through the window for far too long and it was really beginning to bother him. He wished that Kevin and Ben would hurry up with the chili-fries so they could leave already.

"What are you looking at?" he finally spat and the girl shifted the handles of the bike she was sitting on.

"Are you an albino?"

"No," the Galvan answered resolutely, "I am an Albedo."

"My pet rat is albino and she has red eyes and white hair like you do."

"I am not a rat either, I'm an _**ALBEDO**_."

"I think you're just saying it wrong."

"I find you annoying, vacate this area."

"Who's annoying?" Kevin asked as he opened the car door and dangled a delicious smelling bag inside.

"The small child thing," Albedo motioned with his thumb to the girl that had begun to peddle away. "She refuses to acknowledge that I am Albedo, not albino."

Ben burst out into laughter as he plopped down into the front passenger's seat. "You were right, Kev, we could have let him come in if we used that excuse."

"And you thought no one would buy it." He chuckled and started the engine.

The Galvan stared blankly at them for a few moments before it dawned on him that the mix up was probably a paronomasia of sorts. "Another human joke? How terrible. I hope to never understand your species' backwards humor." Albedo mumbled darkly as he shifted in his seat and eyed the greasy bag of deliciousness.

*

After eating (very carefully) in Kevin's car, the eldest teen drove them to a convenience store.

"Why are we stopping here? Albedo asked as he peaked around the seat.

Ben shot Kevin a look, "What are you getting?"

"Just some necessities. You gave me a death glare when I used my spit, so I figured we could use some lube."

A very small blush settled on Ben's cheeks, "oh."

"Come on, you can help me pick out the flavor." Kevin smiled and Ben squeaked.

"What?" I can't do that! What if someone _sees_ me?"

"So? Are you chicken?"

"N-no!" Ben unbuckled his seatbelt and opened the door. His left eye twitched and he hoped Kevin didn't see. "I just don't look old enough."

"Relax, Benji, they won't card you."

Ben nodded dumbly and followed Kevin inside.

Albedo made a pouty face before he caught himself. Why had he done that? He didn't really care what they got or that he was left behind. It was only a matter of time before he'd be rid of the awful human body anyway. He smiled at the thought and refused to acknowledge that he would actually really miss touching and being touched in his human form. The human body was still disgusting. _Absolutely_ _disgusting_.

*

"What about this one?" Kevin asked as he lifted a small green bottle and studied it.

Ben glanced at it nervously. "It Takes Two to Tangy Apple? …I don't know…"

"What about the one you have?" Kevin asked and smirked when Ben jolted and dropped the bottle. The boy had obviously been trying to distract himself by fiddling with nearby items; he hadn't meant to toy with anything vaguely related to sex, but as half the aisle was dedicated to the subject, it was nearly impossible to choose anything but.

"I think… this one…" Ben reached forward and timidly pointed to an orange bottle.

"Peaching to the Choir?" Kevin smirked, "Sounds naughty."

"Shut up," Ben mumbled and blushed.

"You can go back to the car now, if you want. I think you might pass out if you blush any more that."

Ben let out a sigh and took the opportunity to flee the store. He didn't realize that he was holding his breath until he sat down in the seat and closed the car door.

"Where's Kevin?" Albedo asked, scooting forward and resting his elbow on Ben's armrest and placing his chin in his hand.

"Still inside. He'll come out soon, he just needs to buy the- see there he is." Ben pointed to the large boy who was still inside the store. The dark haired teen meandered to the checkout and the young lady began to ring up the items.

Albedo's narrowed slightly as he stared at the Omnitrix. He could reach for it now… Ben seemed distracted… he might be able to get away with it. The Galvan lifted his head and looked to where Ben was looking, suddenly he was distracted too. "Why is she looking at him like that?"

"She's _flirting_ with him," Ben seethed. "And_ he's _flirting_ back_."

"What's she writing down?"

"Her phone number," the teen growled. What was he doing?! That ass! Well, two could play at that game. He turned to the Galvan with a determined look on his face.

*

Kevin tucked the girl's phone number into his pocket with a blush. Flattered as he was, he would never call her. He'd only accepted the number because he didn't want to be rude... Besides, she thought he had a girlfriend... so it wouldn't surprise her to never receive a response.

The blush on the pale cheeks deepened as he neared the car. Girlfriend, hmm? He didn't reckon he'd have one of those anytime soon.

"You'll never guess what just-" Kevin opened the door and began with a chuckle that ended in an even deeper blush when he noticed that Ben wasn't in his seat. Instead, he was in the back seat, his legs spread apart as he straddled Albedo's lap and occupied the Galvan's tongue with his own.

The brunette broke the kiss and turned to Kevin with a cold and haughty look, Albedo looked also, but his expression was pleasantly befuddled.

The brute felt a bit discouraged but he didn't let it show as he simply buckled his seatbelt and started the car. "Save some for me."

* * *

Next chapter is the last threesome and the chapter where Albedo puts his plan into action. Anyone hoping to see a brilliant strategy will be disappointed. Sorry, but I was just as distracted by sex as Albedo was- and since he's only as brilliant as the writer, well, his plan turned out to be rather... stupid! Ha ha!

(I haven't started the next chapter, but if you want a preview, tell me in your review and I'll send it when I have the first page or so.)


	5. Chapter 5

Ack! Sorry this is later than usual! I was going to post it earlier but then I went and decided that it needed one more lemon slice in it. I'm sure you'll find it in your hearts and/or pants to forgive me. I also haven't proof-read this yet, so there are sure to be typos. I might revise it later.

* * *

"Yeah, we're being safe… No, mom… It's not that- no I have it…. Yes, I'm wearing it. Yes, every time." Ben smirked at the very apprehensive look Kevin was giving him. "Yes, he's wearing one too…. Okay… I love you too, mom. Bye." He closed his cell phone and chuckled.

"How did she know that we-?" Kevin's face was absolutely horrified.

"She didn't. She was asking if we had our jackets and if we were wearing them." Ben laughed and Kevin let out a relived sigh. He was still mad at the large teen- _very mad_, but he would ignore that for now as best as he could. At least until Albedo made his move….

Kevin stepped closer and slung his arm around Ben's shoulders, "Jesus, Ben. Don't scare me like that." He laughed and Ben felt slightly guilty for not telling him that he knew Albedo was up to no good-- not that he didn't deserve it. Ben _would_ have told him about his plan if he hadn't walked in on them during a very intimate scene.

Truth be told, Azmuth had contacted the hero while he was at school and warned him that Albedo had escaped- _not_ been paroled as he had claimed. At Azmuth's advice, he'd removed the core from the Omnitrix and replaced it with a decoy that would actually teleport the user back to prison. Currently, Julie had the real core.

But things hadn't gone as planned. He gave the Galvan every opportunity he could to grab the core… but Albedo wasn't biting… It made Ben wonder if he planned on sticking around, keeping the human body and living his life out peacefully… with Kevin. He didn't want to acknowledge that theory but it kept nagging him.

Ben Huffed. Losing to Kevin to Gwen… That wasn't something he wanted, but it was something he _expected_. What he didn't _expect_ and especially did not _want_ was Albedo taking Kevin for himself.

"Hey… Ben…" the hero looked up and Kevin gave him a small crooked smile that made the very faint blush on the pale cheeks stand out. He looked horribly uncomfortable standing there as he tried to spit out a sentence. "You… you know that-"

"I find your toothpaste invigorating."

"Huh?" Kevin looked away from the startled green eyes to the white haired boy as he exited the bathroom. "Oh, yeah. Minty." Kevin was still a little uneasy and it took him a moment to notice that Albedo was holding an emptied tube- an empty tube that had been nearly full only moments before.

"Did... did you eat it?" Ben noticed the tube right away and asked.

"Of course not," Albedo replied simply. "The packaging warned against consumption."

They decided to drop the issue at that point, Ben and Kevin took a deep breath and exchanged slightly relieved, slightly exacerbated looks.

"Although I do not understand the purpose of adding flavor to inedible materials," Albedo continued. "Is this common among earth things?"

"Not really," Kevin said as he grabbed the grocery bag and fished out the flavored lube. "Although…"

"Is that for the teeth-brushing ritual?" Albedo looked intrigued.

Kevin shook his head. "No, it's for tonight."

"It makes things slicker so it doesn't hurt as much," Ben added and the Galvan looked slightly relieved.

"Oh! To reduce the friction! Yes, I see. I thought it was a strange human habit to simply use random liquids in the mating process. That makes much more sense." He nodded and both Kevin and Ben turned slightly red as they held in their laughter.

"Well, we should get started then, shouldn't we?" Ben smiled and turned his back on Kevin to walk to the bedroom. "Maybe we could even manage to fuck on the bed this time."

Kevin's brow lifted in mild surprise at Ben's choice of words. There was a certain sting to his voice but maybe he was rubbing off on the hero…

Once inside the bedroom, Kevin found that Ben was already half naked and very much helping Albedo towards the same goal. First went the jacket… then the fly and button on the jeans as Ben kissed him deeply and Albedo moaned… the Galvan's borrowed shirt followed and was discreetly thrown across the floor.

"Kevin," Alebedo smiled and motioned for the large body to come closer, which it did.

The brute wrapped his arms around Ben's waist, letting his fingers play over the slowly growing bulge before he unbuttoned the jeans and slowly started to push the material down. Ben, who was still intent on giving Kevin the cold shoulder, stepped out of the jeans and crawled onto the bed. He smiled at Albedo and helped him out of the rest of his clothing before lying on his back and guiding the Galvan to straddle his hips.

Albedo cursed inside his head but faked a smile for the sake of appearances. Kissing the boy was one thing- a thing he really didn't mind because Ben was actually very good at it- but allowing him to enter his body seemed out of the question. He didn't want Ben, He wanted Kevin! He wanted-

"Ah-ahh!" he stammered when he felt fingers slide inside him, testing his entrance and deciding that it was a perfectly ready. Then the Galvan then smelled something, sweet like fruit but with a mild tartness to it.

"I decided to go for the apple this time," Kevin informed Ben as his gelled hand lubed the boy's penis while simultaneously preparing Albedo. The hero gave a small nod in response and placed his hands at the base of Albedo's thighs.

"Ready?" he asked and the Galvan nodded. Kevin sat down next to the two with a small smirk.

Albedo allowed himself to sink down on the swollen member and an unintended smile spread over his lips. He assumed Ben couldn't possibly give him the same tingling feeling like Kevin could, but he was wrong. Having Ben inside him felt nice too! He lifted his body when he felt pressure on either side of his hips, guiding him upward before pushing them back down on Ben's erection.

"Is the lube helping?" Kevin asked as he let his fingers play over Albedo's length. The white haired boy hummed and nodded in response and Ben gave a short nod.

At first, Ben didn't realize why he was allowing Albedo to touch him- or, for that matter, why he actively sought out the Galvan during their little trysts. It occurred to him then that he wasn't trying to get Albedo's attention, he was trying to _keep_ Albedo's attention _away_ from Kevin. While he liked to entertain the idea that he was doing it for Kevin's safety, he knew better. He knew he was jealous that Kevin paid attention to the doppelganger and, as immature as the thought was, if he couldn't have Kevin all to himself then he wanted Kevin to be all by himself.

Kevin, frustratingly enough, didn't seem to agree. His hand was wrapped around Albedo's erection and he was slowly pumping it, letting his palm play over the edges as it slid from tip to base and back again before he played with the head by drawing small circles and rubbing gently into the slit.

"Unn… Go faster," Albedo turned and gave Kevin a sleepy half-lidded look that Ben noticed and frowned slightly at.

"You have to go faster too, then," Kevin smiled and used his other hand to guide the boy into a faster rhythm. "Clench your muscles together."Ben made a small sound and Kevin smirked, "See, Benji likes it."

The hero couldn't help but let a small groan escape from his mouth as Albedo started moving faster, cinching down on Ben's penis in a fast pattern that made the boy feel like he was going to come at any moment. Wherever he learned that trick was beyond Ben, but the teen was sure to commit it to memory for future use.

Kevin unbuttoned his pants and let out a small sigh. His erection had become painful being trapped inside but letting it out only seemed to make it more tender. He gave himself a small stroke but then moved his hand. He could wait. With two perfectly adorable boys naked in front of him, it seemed rather idiotic to waste it masturbating.

"Haah!" Albedo's back arched into a lovely pattern as his body bounced up and down on Ben's cock, the hero's grip over the creamy thighs was tighter now and they were both breathing rather quickly. The white-haired boy gave a little growl as Kevin moved his hands away quickly to reapply lube. Once generously coated, he began stroking Albedo while his other hand neared Ben's behind.

Sensing pressure, Ben moved his legs further apart, allowing a slick finger to slide inside him and gently move before pulling back and moving in again with another digit. He cut himself off mid-moan, not allowing himself to show Kevin just how good that actually felt. He was extremely close to orgasm though- and no amount of self-control could keep the desperate little sounds from flying out of his mouth.

"Ahh… I'm.. It's…" Albedo warned and Kevin moved both hands faster, pumping harder and letting his two fingers work their way inside Ben to brush against the boy's prostate. His timing was spot-on and Kevin was rewarded with two nearly identical moans as both boys threw their head back and came.

The large teen caught Albedo before he could collapse onto Ben's chest. He gave the Galvan a small wink before rolling him off the hero to lie on the bed beside him. Ben, who had shut his eyes after climax and was still trying to catch his breath, made a small noise of surprise when he felt a very warm tongue licking up the mess left by Albedo. He lazily lifted his head and opened an eye to see Kevin cleaning the white streaks off his body. Made as he was, the sight was almost enough to get him hard again- but the thought alone would provide plenty of awkward moments in class, at home, and anywhere else he might be when it randomly drifted into his brain.

Once the tan chest was cleaned, Kevin let his face drift upward. Ben drew back just slightly when the pale lips brushed against his. His green eyes darted to meet the dark ones that stared back and suddenly Ben froze. Something in Kevin's expression was different then, softer than normal and with serious hints of vulnerability.

"Ben."

The hero heard Kevin say his name, far more gently than he had ever said it before and Ben found himself lifting up to meet the brute's lips, pressing against them and slowly opening his mouth to let Kevin's tongue meet his.

The tenderness of the moment was abruptly interrupted as Kevin gave a surprised grunt into Ben's mouth. The hero cocked an eyebrow as Kevin pulled back and looked down to see Albedo licking the tip of a very swollen member.

Ben moved his head and soon he caught a glimpse of the same thing. A jealous blush grew over his cheeks before he grabbed the broad shoulders and guided Kevin to lie down on the bed. There was really no polite way to tell Albedo to fuck off and leave Kevin alone, so Ben tried for the next option: out-performing him.

Once the eldest was lying comfortably on his back, Ben and Albedo placed themselves on either side of his body and gently soothed their fingers up and down his body. Ben couldn't help but smile as a Kevin's penis twitched and leaked out a fairly good amount of precome.

He quickly ducked down to lick it away before the _other Ben_ could do so; but, he wasn't the only one who tried. Albedo's and Ben's tongues collided at the tip of Kevin's length, smearing the warm liquid between their two tongues. On instinct, Ben pressed his tongue harder into Albedo's mouth and, seeking a challenge, the Galvan returned the kiss with his own aggression.

Kevin couldn't help but smirk when he looked up and found the two boys kissing quite passionately over the tip of his erection. Never would he have imagined that one simple mission could have lead to _this_. He was slightly worried though… At first, Ben seemed to only want Kevin's attention, but now… and just before… Ben and Albedo were getting closer and closer… Was there something more between them? Kevin frowned. Somehow the idea of anyone else having Ben to themselves bothered him. Julie never perturbed him but perhaps that was only because he didn't see her as a threat. In his mind, she and Ben made much better friends than lovers.

Ben grinned and slowly moved his hand up and down Kevin's shaft. Keeping Albedo occupied gave him the perfect opportunity to have the large body all to himself- or so he thought until the Galvan's hand joined his and began to pump.

Albedo let Ben feel his little smirk. Two could play at that game.

Their pace was relatively matched, slow at first but faster when Kevin would let out a small grunt. They felt the member swell between their fingers and exchanged competitive looks. Kevin was close and it was going to be a struggle to decide who got to catch it.

Red and Green glared into each other and, before either could break the stare-down, Kevin came fast and hard. Most landed on the pale chest though the last of it dribbled down from the tip and over the boy's fingers. The competition ended with the two resolved themselves to clean up the cum sans the unspoken aggression. They licked their fingers first before bending over Kevin's body to slowly wipe up the warm puddles with their warm tongues.

Ben gave a short sigh when all was said and done. What next? He had planned to reject Kevin if he tried to make him bottom. An immature form of payback but one that was sure to work. Not that he didn't want to try it, though. There had been more than one fantasy in Ben's mind that ended with a mess in his hands and the ruffian's name on his lips. Maybe it would be alright if he initiated it himself…

Ben smiled as he began to move. However, before he could swing his leg over the boy's waist, Albedo did just that.

"Make it hard again, Kevin," he pouted slightly and rubbed himself on the boy's now flaccid crotch.

"Give me a minute," the raven chuckled and Ben felt fingers brush against his knee. Ben turned his attention to the brute and moved closer as boy beckoned him with a finger. He moved in, expecting the teen to whisper something to him; instead, he felt a hot pair of lips press against his and a very fiery kiss ensued.

Ha! Screw screwing! That was the hottest kiss of his life! Who cared about a thick cock between the cheeks when the boy could kiss like that?! But, no, Ben decided. He'd still rather have both. He moaned into the kiss, and very suddenly his cold shoulder melted away.

Kevin smiled at the pretty sounds his favorite hero made and, almost instantly, he was hard again.

"Where is the lubricating substance?"

Ben and Kevin felt around blindly for the bottle, each not wanting to break away from the kiss.

Kevin was the first to find it. He grabbed it quickly and handed- or rather tossed it- to the Galvan who squeezed it out into his hand and rubbed it up and down Kevin's length. He grunted as he pushed himself down on the thickness, slowly letting his body adjust before he began riding.

Ben broke away from the kiss and looked down at Albedo with a subtle longing. Topping was all fine and well, but he never found anything that rivaled the hot feeling of having someone moving and thrusting inside him. And Kevin was every bit as large as Ben had imagined. He wondered dryly if he could get away with shoving Albedo off the bed and taking over. Probably not.

He settled instead for straddling Kevin's stomach and bending forward slightly to give Albedo a clear shot of his own opening. His plan worked and Albedo quickly positioned himself before taking his hands and leading Ben's body backwards onto his length.

"Ah! Wait, the lube!" Ben stammered when only the head was inside. Albedo fought the urge to roll his eyes as he quickly spread the heavy gel over his penis before returning his attention to Ben.

Kevin watched the brunette's expression change as his body slowly moved back and took the doppelganger inside him. His lips parted in a pretty little moan escaped from him as his hips started moving with the Galvan's thrusts. Kevin felt a pressure moving over his abdomen with each of Ben's movements and a small smile crept over his features as he grabbed the lube and squirted it into his hand.

Ben made a small eager-sounding noise and his body flinched just slightly when Kevin wrapped his hands around his penis and started pumping. Meanwhile, Albedo was having the time of his life. He lifted himself by clenching his thigh muscles and pushing up off the bed; after he'd gone as far as he pleased, he would relax slightly and let his body take in the large teen's length once again. Ben seemed to have found a similar rhythm, moving his hips up and down with Albedo's but also moving forward and backwards on the boy's erection, angling himself so that his prostate was hit nicely with each ascent and again on each descent.

Albedo hummed gently and bit his lip. He was very glad he beat Ben to Kevin's lap, especially because it was probably their last night together. At least he _hoped_ it was… mostly. Part of him, though, would dearly miss being held and touched and _filled_ by the large teen. The rest of him, however, could learn to live without.

"Ahh!" Albedo jolted as he felt the first wave approaching. Kevin sped up his hand on Ben's erection and watched him bite his lip to keep from screaming out. No doubt, he was close as well. Soon the brute felt the white haired boy tighten almost painfully around him as several waves passed by. Only a fraction of a second into the Galvan's orgasm, Ben came as well, spilling out over Kevin's stomach before he practically collapsed on it and started panting.

No use in holding back now, Kevin thought. He thrust up a few good times, enjoying the aftershock from Albedo's muscles, and then came inside the other with a low groan. Both boys shook a bit at Kevin's release before Ben pulled forward and rolled over to lie on Kevin's right side.

Albedo followed suit, landing to the large teen's lift and starting to slowly play with the boy's muscles as Ben was already doing. They all sat in peaceful silence, letting their breath even out as their eyes began to close. It had been a very busy day; they had certainly earned their rest.

Kevin wrapped his arms around the two boys and smiled contentedly. He knew happy moments never lasted as long as they ought to, so he resigned himself to enjoy them thoroughly when they came along. Ben, deciding that he was simply too tired to hold a grudge at the moment, cuddled into Kevin's embrace and closed his eyes. He made sure to keep his left hand perched on top of the pale body, temptingly vulnerable to any greedy hands that might want to grab it. He hoped it would happen that night.

Albedo creaked on eye open and spied Ben's relaxed face. He wasn't quite asleep yet… but he was likely to fall asleep in that position. The Galvan laughed slightly to himself. What a foolish boy. Certainly anyone who let this guard down so recklessly did not deserve to wield the Omnitrix. He would wait until the boy fell asleep… yes… and then… Albedo smiled darkly and let his eye close once again… Soon… very soon.

*

The blue morning light woke up the Galvan immediately. His red eyes shot open and immediately he spotted Ben's sleeping face.

Good. He smirked and slowly reached forward. His fingers traced the round edge of _his_ treasure and it popped up with a short click. The Galvan held his breath and looked at Ben's face for any signs of awareness. The smirk returned when the hero did not respond. Slowly, oh so very _slowly_, he twisted the core and pulled it gently until it separated from the band and he was able to pull it closer to himself.

Albedo smiled gleefully and held the core to his chest. FINALLY! A series of small movements later, Albedo had freed his left wrist from between his- _no, Ben's_- human body and Kevin's. He slowly pushed the core down and twisted until it began to glow. This was it. No turning back now.

* * *

Again, sorry for being late. I hope it was worth the wait!


	6. Chapter 6 pick up sticks

Disclaimer: Of the many things I do not own, Ben 10 is among them.

A.N. Thanks to those that waited. The final chapter was delayed to many things, mostly a severe lack of cooperation on the story's part. I had to grr at it for _days_ before it finally turned into something workable. The ending is _completely_ different than what I had intended and a bit more fluffy than I usually like. This might be the nicest I've been to a character without maiming, killing, or emotionally scarring them.

* * *

"Wha?!" Kevin mumbled groggily as he lifted his head and looked around. Ben was there, just starting to open his eyes. But Albedo… "Albedo?"

"He's gone," Ben murmured, not without a mischievous twist in his expression.

"What do you mean he's gone? Where would he go?"

Ben bolted up when he noticed how light it was. "CRAP! What time is it?!"

Kevin looked at the hero with wide eyes, "About eight thirty. Where'd he go?"

"Crap! CRAP! I'm going to be late!" Ben hopped around the room and pulled various articles of clothing off the floor and onto his body. His shirt was inside out and backwards but he managed to get his pants on right- except for the zipper which he forgot to zip. Well, at least he was wearing underwear… they weren't his though.

"What's going on?" Kevin stood up too and began to pull on his pants.

"I have a test first period! I have to fly over- SHOOT! I can't go Jetray! Oh, crap! I'm so dead!"

"Relax, I'll get you there in time."

Ben opened his mouth to decline but stopped himself when he realized there was no other way to get to school.

"I can't miss this test!"

"Relax, Benji."

"I'll have summer-school if I don't pass! Oh, crap! Crap! CRAP!"

Kevin picked up the panicking boy and slung him over his naked shoulder, "Relax Ben, I got it." He dumped the teen in his car before plopping down in the driver's seat and revving the engine.

Ben look anxious as ever, his eyes constantly raking over to the clock as Kevin drove.

"So would you mind telling me where Albedo went?"

"He was sent back to Prison. Azumuth gave me a decoy core for when he tried to steal this one."

"Oh," Kevin said dumbly, a slightly disappointed look shifting over his features. When he spoke again, his voice had become much softer, "Why didn't you tell me?"

"I was _going_ to," Ben growled. "But I got a little distracted by the sight of my _friend_ getting head from someone with _my_ body."

"Are you mad?" Kevin asked, feeling more stupid every second. Not only had he trusted a criminal (something he should have known not to do because, as an ex-convict, he hardly trusted himself) but he also had made Ben angry without really knowing it.

"What do you think? Yes, I'm mad! _Why_ did you do _that_?"

"You did it too."

"Don't remind me," Ben huffed and looked out the window. He was starting to get teary-eyed and he certainly did not want Kevin to see.

"Well, why did you stick around if you were so mad?!"

"Because that's what _friends_ do, Kevin!" Ben spun around and snarled.

"Just…Friends? Even after all that?"

"What? You thought it was something deeper?" Ben laughed but tears were brimming in his eyes. "Did you think the same thing with Albedo too?"

Kevin stopped in front of Ben's school and cast a few awkward glances at the boy, "What? No… that was… that was just sex."

"Just like with me." Ben snarled as he opened the car door and started to walk around the front of the car towards the school. Thanks to some fast driving, he had enough time to make it to class without being late.

Kevin jumped out and blocked his path, "No, it's not like that. Not with you."

"Get out of my way," Ben mumbled, "people are staring."

Kevin looked around and blushed, making Ben frown. It was one thing to sleep with a guy, but it was another thing entirely to let the whole world know it. Kevin was already standing out in public shirtless and Ben knew he would back off before he embarrassed himself further.

"Let them stare," he said defiantly and the green eyes widened. The school bell rang and Ben jumped. If he didn't leave soon he would be late.

"I need to go."

"I'll wait for you."

"No. Go home!"

"But-"

"Go home, Kevin." Ben pushed the larger boy aside with a blush. Before he could get very far, a large hand closed around his wrist and yanked him back. Ben stumbled and fell onto the hood of Kevin's car.

If Ben didn't want to hear it, that was fine. Kevin would just _show_ him. The brute's lips crashed into the hero's. Ben opened his mouth to protest but a tongue that wasn't his quickly slid in and started a wrestling match.

The hero was flabbergasted. Why was Kevin, the boy who feared public displays of anything other than machismo bravado, kissing him in front of so many witnesses? Did he plan on murdering them all afterward? Ben's mind raced. Damn, but he was a good kisser though! The brunette couldn't help but feel a bit disappointed when the warm mouth pulled away. Only once he opened his eyes did he realize that the hands he thought had been pushing the older teen away were actually just feeling up the hard muscles.

A round of clapping, cheering, and fake vomiting sounds (courtesy of Cash) brought them both back to their senses. Kevin's cheeks turned a brilliant shade and he looked away uneasily.

"Don't put yourself in the same category as him. Ever. You're different." He mumbled.

"I…" Ben, who had heard the crowd but opted to continue staring wide-eyed at the dark-haired teen finally tore his eyes away and stood shakily to his feet. "I gotta… go…"

Kevin watched as Ben walked past the crowd. Some of them lingered for a few moments longer, waiting to see what he would do, but they eventually began to make their way towards their respective classes. Soon Cash and J.T. (who had never really cared about tardiness) were the only ones still in the yard.

"Who knew?" Cash grinned at J.T. and folded his arms over his chest in a vague attempt to be manly. "The coolest kid in town is a flaming fag."

"Nice one!" J.T. high-fived his greasy friend and gave an obligatory laugh.

"Too bad Benny-boy doesn't like it," feeling a bit more confident, the bully turned to Kevin and sniggered. "What's the matter Levin? Don't you have the goods _satisfy_ him?"

The punch delivered to Cash's face was satisfying enough for Kevin. He turned on J.T. and saw the chubby boy flinch; despite his rotten mood, he went easy on the boy- by only punching his arm enough to leave a nasty welt. Whoever said Kevin wasn't a nice guy?

*

Ben's line of sight was permanently downcast to his feet. He was fairly certain he'd failed his test, he was still upset and confused over Kevin, and for some reason Cash had just pushed him down and sworn revenge. It was a sincerely lousy day.

He grumbled as he made his way to the boy's locker room. At least soccer was the gym activity of the day- unless fate really did hate him and it would be cancelled. He changed quickly before anyone could give him any strange looks, thanks to Kevin, the rumor that he was gay had spread like wild-fire and some of the boys had started shying away already.

Ben let out a sigh and exited to the outside field. The frown that was secured on his lips deepened when he saw Julie standing next to the school's chain-link fence and talking to Kevin. Thankfully, he'd managed to find a shirt during the last hour, so he at least didn't look quite so conspicuous.

Ben swallowed the lump in his throat and turned back towards the locker room. He really wasn't ready to see Kevin or Julie at the moment.

*

"I could distract them long enough for you to get inside," Julie offered with a small grin on her lips.

"You'd do that?" Kevin's eyes widened.

"Yes," she answered simply.

To Kevin, Julies smile had never been so pretty. She slid the core of the Omnitrix to the older teen and gave him a small wave before she pranced back to her friends.

"Th-thank you." Kevin called, feeling a little dumbstruck at all that had taken place. Julie knew about Ben… and she knew about him liking Ben… Maybe even before he himself really understood what was happening… He would never doubt the brains on that girl again.

Kevin leaned against his car and waited, playing gently with the gift he'd bought for Ben. It probably wasn't enough to win the hero over again, but it was a start. The brunette hadn't come out and the teacher was beginning to take attendance. If Julie didn't do something soon-

A large scream startled Kevin and many of the people around the petite girl when she collapsed to the ground. She clutched desperately to her ankle and wailed without restraint. Kevin pushed his way through the gate and was about to run over to Julie before he realized he was blowing his one chance to sneak inside the locker room. Aside from her brains, Kevin would also never doubt her acting skills nor her lungs ever again. That girl could probably be dangerous if she wanted to be.

After a short run to the locker-room entrance, Kevin closed the door quickly behind him and looked around for Ben. The benches were all clear and for a moment his heart sank. He nearly turned back, stopping only when his eyes caught sight of a certain jacket belonging to his favorite boy. There was no way Ben would leave that behind, meaning he was still in the room. Kevin walked past the lockers with a small blush and entered the showers. Rather than the large communal bathing areas Kevin expected to see, he found that the school had invested in individual stalls. One quick peek under the row and Kevin knew exactly where Ben was. He stomped over and threw the curtain back.

*

Ben had heard someone enter the locker room. He figured it was the coach and tried to dry his eyes before he would have to walk out and join the class. However, just as he was standing to his feet, a rough hand pushed the curtain open and another hand thrust in and pressed some strange green plant in his chest.

"I know you're pissed, but give me five minutes to explain. Then I'll give you the Omnitrix and you can kick my butt if you want to."

Ben eyed the strange flower and glanced up at Kevin, "I'm listening."

Kevin blinked. He halfway expected Ben to punch him right then and there. He deserved it, sort of. But the green eyes only stared back calmly. He cleared his throat and began talking. "First off, I'm sorry for what I did. I never should have done… that…"

Ben kept quiet and kept staring. Suddenly, Kevin felt stupefied. The perfect speech he'd planned out was instantly gone from his mind, all he could focus on was the pretty green eyes.

"I didn't mean for it to go that far… I just wanted… I don't know… I just wanted to see what it would look like if we… I mean… I know he's not you… but you… I didn't think that you would ever… with me… I mean…"

"But you wanted _me_, right?"

"Yes."

Ben's eyes turned a bit colder, "Then why didn't you try to sleep with me?"

"I didn't want to hurt you," Kevin quickly explained, "I mean, it hurts, doesn't it?"

"Well, the _first time_, a little."

"First time?" Kevin retracted a bit, "that… that wasn't?"

"No," Ben couldn't help but look a little smug, "It wasn't."

The taller boy seemed to blush and pale all at once, "Wha…wh… Who? When?"

"Pierce, when I was in the Null Void."

"Porcupine boy?! YOU SLEPT WITH PORCUPINE BOY?!"

Ben's haughty face turned a little sour, "Yes. But unlike you, I _know_ when sex is _just_ _sex_."

"Why did you-? With him of all people?!"

"It seemed like a good idea at the time. We started talking and one thing led to another. Before I knew it- Hey! Don't change the subject!"

"You lost your virginity before _me_?!"

"You were a _virgin_?!"

They both stared at one another with moderately horrified looks before a harsh voice cut through their silence.

"Tennyson!" Ben's eyes grew wide. It was the coach, finally coming in to find him. Kevin swore under his breath and handed Ben the Omnitrix core, watching the boy fumble with it before he pressed it into the wrist-band and twisted it until Big Chill's silhouette appeared. They could hear the man walking past the lockers with heavy footsteps, he was not happy. The young hero transformed quickly before turning intangible and pulling Kevin with him into the nearest wall.

They waited there for several minutes, both trying not to breathe as they listened behind the wall as the coach searched.

"Shit, we left the flower behind," Kevin whispered.

"Why did you bring me that thing anyway?" Big Chill's voice hummed out in its usual cold drawl, making Kevin's hair stand on end.

"Because I thought it was a nice gesture, or whatever." He huffed back, almost pulling away before he remembered that letting go of Ben while inside a wall was a very bad idea.

"Oh, sure. Sorry I fucked your look-a-like. Here's a flower."

"As I recall, you did you share of the fucking."

"I _received_ my share of it too," Ben growled. "How's that for a nice _gesture_?"

"You said you wouldn't mind bottoming," he hissed. "I let Albedo do it because he was smaller and it wouldn't hurt. I guess next time I'll just dive right in and fuck you senseless."

Despite Ben's sincerest attempts to remain angry, Big Chill's wings vibrated slightly at the prospect. He lost himself in that thought before his mind caught up with his hormones and he growled, "Right, next time. Like _that_ will happen."

"Why not? After all, it's _just sex_, right?" Kevin growled.

Ben pushed Kevin back into the shower stall and glared as he turned back into his human form, he wanted to say something, preferably something nasty, but his mind was far too cloudy. Kevin, on the other hand, seemed as though he was trying to keep calm. Punching someone was the fastest way he knew to end an argument; it was what he usually did to win-- and it was usually damn effective too.

"Look," Kevin sighed, trying to let go of his anger. "I like you, Ben. A lot more than I should and a hell of a lot more than I ever meant to. I blew Albedo because I'm stupid and if I'm not ruining one thing, it's because I'm busy fucking up another thing." Kevin paused as if he was trying to think of something to say. Drawing a blank, he simply grabbed Ben's chin and forced him into a rough and demanding kiss. Ben growled a little at the rough handling, but soon after he let out a small chuckle into Kevin's mouth. The brute pulled away with a deep frown. "Laugh it up; but I'm serious, I like you."

"Your argument sucks," Ben smirked… and then he pushed Kevin against the wall, crashing his lips up against the elder's.

Kevin Levin was a lot of things. Currently, he was frustrated and horny- not exactly the best combination for a teenager. He pushed Ben to the other side of the stall, lifting him slightly before pressing his thigh into the boy's crotch and deepening the kiss.

Ben let out a low moan and a shallow grind of the hips. He wasn't wearing his usual outfit and the lack of jeans was a surprisingly pleasant experience as Kevin reached between his legs and stroked him through the sleek polyester. As pleasant as that feeling was, he would have rather liked the stroking to take place without any of his clothing. Kevin seemed to think so too, because his fingers quickly wrapped in the fabric and tugged them down.

Ben stumbled one leg out of his shorts and fumbled with the button-fly of Kevin's jeans. It would have been so much easier if he could simply look down, but the aggressive kiss Kevin was giving him kept his lips and his eyes tilted upward. He managed, somehow, to undo the buttons and push the denim down just enough to free Kevin's penis, which, to no surprise, was quite hard.

Kevin pulled his lips away and grabbed Ben's shirt, yanking it upward but stopping before it slid completely off his arms. Ben felt the fabric being twisted tighter and his arms being raised above his head. The next thing he knew, his wrists were bound and hung on the shower head. The T-shirt, of course, was a stretchy material and Ben could very easily wiggle his way out if he wanted to. Thankfully, he didn't really want to at that moment; what he _did_ want was to wrap his legs around Kevin's body and grind against him- which he very much did.

The elder lifted his leg slightly, holding it against the wall to help Ben balance while his other hand was held out expectantly under Ben's chin.

"Spit." He commanded and Ben obeyed, trying to produce as much saliva as possible before sending it out into Kevin's hands. He watched as Kevin did the same before smearing it over his erection and hooking his hands under the crook of Ben's knees, lifting his smaller body into position.

"Even if it is _just sex_," Kevin growled and started pushing inside, "I'm going to make sure that you'll never want anyone else but _me_."

Ben moaned as he felt his body close around the head, Kevin was thicker and hotter than anything he'd taken before and for a moment he wasn't sure if he could take him. He didn't have much of a choice, though. Kevin wasn't really giving him an opportunity to articulate any of the thoughts that were buzzing around in his brain. He moved as slowly as he dared, teasing Ben inch by inch and watching the teen moan and bite his lip at the feeling, letting out a final grunt as Kevin's hips pressed against the tanned skin. The brute adjusted Ben's weight in his hands and then started to pull back.

He waited only until he was halfway back before he moved forward in a swift thrust that made Ben cry out and twitch in surprise. Kevin watched closely, trying to gauge if it was too much for his younger lover or if it was safe to keep going. When Ben gave a small roll of his hips, Kevin smirked and pulled back farther, letting all but the tip slide out and then pushing back inside with a single long stroke.

Their breathing was a bit heavier but that didn't stop them from pressing their lips together in a deep and heated kiss. Kevin moved a bit faster, enjoying the vibration from Ben's mouth as he moaned and bucked at the feeling. The kiss ended with a gasp and a hiss from Ben as Kevin pulled out completely and slowly rubbed himself against Ben's opening.

Ben panted and growled, "Don't tease-" Kevin's mouth collided with his again and Ben felt rather stupid for wasting the precious little breathing time on talking. That thought was soon pushed away when Kevin entered him again and started thrusting faster and harder than before. The raven-hair's lips traveled downward, giving Ben's chin a quick kiss before moving down to his neck.

Ben let out an elated whimper when tooth and tongue began to work over his neck, licking a spot gently before nipping at the skin.

"Nnn..yes" Ben mumbled feeling the hot tongue sooth over a particularly aggressive nibble. Kevin leaned in more and began sucking as hard as he could on the warm skin. The elder picked up his pace and Ben winced. "Spit, please," he implored.

Kevin gave a little growl but pulled out and spit on his hand, wiping his member with the saliva before pushing back in harder and faster than before. Smirking, he snuck his hand back under Ben's knee and began to stroke him. Ben swore and arched, his wrists slipping out of the cotton hand-cuffs and wrapping down the broad back.

Ben bit his tongue, trying to hold back groan that was bullying its way out of his body. With another smirk, Kevin pulled back and angled himself just right to hit the teen's prostate spot-on. The smirk turned into a haughty grin when the hero couldn't hold back the loud and sharp moan.

"More," Ben whispered, grinding his hips and running his fingers down the taller boy's back. "I'm so close."

Kevin did as was asked of him, alternating between a series of long, fast thrusts that would quickly and randomly turn into slow but hard strokes. Meanwhile, his hand worked over the boy's shaft, sliding over the sides while his tongue rubbed the slit.

Ben gasped and bucked a few times, coming into Kevin's hand. The raven-hair enjoyed the tremors while they lasted, letting Ben's body tighten and release around him until it finally relaxed and the teen's body went somewhat limp.

Kevin pushed Ben's relaxed body harder against the wall. "We're not done yet," he warned, making the spent hero suddenly feel just a tad harder. The elder pulled out once more and coated his member in Ben's warm cum before, once again, pushing himself deep inside with long, fast strokes.

He moved faster, breathing quickly while his dick slipped in and out of the hero's ass. As he pushed closer and smashed his lips against Ben's, the feeling of the hero's member hardening between their bodies brought a smirk to his lips.

"Fuck, yes…" Ben gasped as he pulled his lips away just to breath, "Hmn!"

"Like it?" Kevin teased, deliberately pulling back too far.

"Don't stop!" Ben clawed at the thick shoulders and smacked them when his elder didn't submit.

Kevin chuckled and slid back inside, watching Ben grit his teeth at the teasing. He was getting close, though, it was time to speed things up if he wanted Ben to come before him,_ again_.

"I think you _do_ like it, _Benji_," he grinned and the brunette let out a something that sounded like a chuckle and a growl. "You'll never be able to fuck or be fucked without thinking of me and _this_." He slid his hips against Ben, pushing in as deeply as he could and smiling as Ben lifted his head and cried out. "And you'll always want more… No matter how hard or how much… you'll never have enough to make you forget me." Ben whimpered as Kevin's fingers worked over his hard shaft. "Even when the cum is _dripping_ out of your tight little-"

Ben fingers twisted into Kevin's hair as he came hard, this time onto Kevin's shirt. The after tremors were enough to push the older boy over the edge; he gave a few fast thrusts and then coated his lover's insides with hot white cum.

Kevin leaned against Ben, more or less holding him against the wall as they both tried to catch their breath. After a few moments of silence (except for the heated panting) Kevin slowly pulled away and the hero was forced to stand on his own two feet.

"Don't look so frazzled, Benji." He smirked as he zipped himself. "It's _just_ sex."

Ben huffed and grinned, reaching out to stop his elder from leaving the stall.

Kevin had planned to fuck and run, giving Ben plenty of time to think over just what he would be missing. But there was one critical flaw in his plan. _The class_. He snapped the curtain shut and turned to Ben.

"_They're coming_!" he hissed and Ben quickly pulled his shorts up, not bothering to try and wipe away the warm liquid. He reached for the Omnitrix but stopped when he heard voices in the shower room.

"Come on out, Tennyson," one of his classmates said.

Kevin jumped up against the walls, holding himself so that the boys couldn't see his feet along with Ben's. It was too late to transform now, they knew he was there.

"We really don't care that you're gay. Well, Mark does. He _likes_ you."

"Shut up."

A few of them sniggered and Ben's eyes narrowed as he tried to pull down his shirt from the showerhead without knocking Kevin down.

"But we really don't care," another boy insisted. "Frankly we're more upset that you ditched us on soccer day."

"Yeah. The girls _killed_ us."

"The worst part is that we took bets before the match. We have to put away all the equipment for the rest of the year."

"I'm never betting with Yamamoto again."

The boys were more or less talking amongst themselves until someone addressed Ben directly. "Come on Ben," he coaxed playfully, as though he were trying to lure a puppy closer.

Ben pulled on his shirt and cast a wary eye at Kevin, who swallowed hard grabbed the showerhead to keep from slipping down. Ben took in a heavy sigh and slipped out from behind the curtain.

"There he is!" Kevin heard someone say and Ben gave a nervous laugh in reply.

"We'll let you off the hook this time, Tennyson. But if we lose to them again, you'll be in real trouble."

"Seriously?" Ben asked rather sheepishly. "I mean, you guys aren't… freaked out or anything?"

"A little surprised, maybe. Not really freaked out."

"Plus, if you're batting for the other team, Julie is fair game."

"Not for you, she isn't." One of the boys sniggered, "I already asked her."

"And she said yes?"

"No. But that doesn't mean _you_ have a shot." Kevin heard laughing and a small scuffle.

"Watch out for Cash, though. J.T. said something about him waiting to ambush you at the bike rack."

"Yeah, give us a few minutes to get there first. He won't bother you if we're there.

"Thanks for the offer," that was Ben's voice, "but I'm walking home today. So don't worry about it."

"Oh, that's right. Kevin drove you this morning. Hey, did you guys have a fight or something?"

"A _lover's_ spat?" a boy teased and Kevin wrinkled his nose. He did not like being teased.

"That explains the giant hickey on your neck."

"Shut up," Ben laughed and Kevin could see his feet shuffling a bit. He really wanted to hop down and smack the kid for teasing, but that would mess things up big time. As it was, everything could go back to normal… or at least as normal as Bellwood ever got. He let out a quiet sigh; things were going to be just fine.

And that's when the showerhead broke.

Kevin crash landed to the floor with a loud thud. Before he even had time to swear, the curtain was pulled back and he was facing a class full of teenage boys.

They were silent at first; Kevin fought the very hot blush that wanted to crawl over his cheeks. He generally disliked crowds because they made him feel very intimidated. Then he remembered that _he_ was more intimidating to _them_ and a small smile appeared.

"Oops, my bad." He shrugged, smirked, and stood to his feet. "Do me a favor, would you?" he asked as he walked out of the shower stall. Several of the boys nodded dumbly, most simply gawked, and Ben looked like he was on the verge of a fatal aneurism. "If anyone asks, tell them Ben has the flu so he went home." He gave them all a quick look that told them he was serious until they all began nodding compulsively.

Ben's mouth opened in shock and he gasped as Kevin slung him over his shoulder and began walking towards the lockers, "Come on, Benji, let's get your coat…. Oh," he turned back to the speechless boys, "And tell Cash that my trunk is big enough to fit a human body if he really wants to pick on my Benji."

* * *

Did anyone notice the chapter math in this story? One chapter centered on masturbation, two chapters focused on sex between two people, and there were three threesome chapters. What can I say? Math is sexy.


End file.
